Public Acquisition Offer of Ephios Luxembourg S.à r.l. and Public Delisting Acquisition Offer of Ephios Bidco GmbH to the shareholders of SYNLAB AG
Disclaimer – Legal Notices
You have entered the website which is designated for the publication of documents and information in connection with the public acquisition offer by Ephios Luxembourg S.à r.l. dated 23 October 2023 to acquire all shares of SYNLAB AG not directly held by it at that time as well as the public delisting acquisition offer by Ephios Bidco GmbH dated 14 June 2024 to acquire all shares of SYNLAB AG not directly held by it.
In order to be permitted access to this website, you are kindly requested to read and acknowledge the following legal notices.
On 23 October 2023, Ephios Luxembourg S.à r.l. ("Ephios") offered to the shareholders of SYNLAB AG to acquire all no-par value bearer shares of SYNLAB AG not directly held by it at that time by way of a public acquisition offer (the "Acquisition Offer"). On this website you will find the offer document for the Acquisition Offer approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin), published on 23 October 2023, which contains the terms and conditions of the Acquisition Offer in detail, the publication of the decision of Ephios to make a public acquisition offer pursuant to Section 10 para. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), dated 29 September 2023, the publications of announcements pursuant to Section 23 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) as well as press releases and further information in connection with the Acquisition Offer. The Acquisition Offer can no longer be accepted. Publications on this website in this regard are for information purposes only.
On 31 May 2024, Ephios Bidco GmbH ("Bidder") has taken the decision to make a public delisting acquisition offer to the shareholders of SYNLAB AG to acquire all shares of SYNLAB AG not directly held by it (the "Delisting Acquisition Offer", together with the Acquisition Offer, the "Offers"). On this website you will find the offer document for the Delisting Acquisition Offer published on 14 June 2024, which contains the terms and conditions of the Delisting Acquisition Offer in detail, the publication of the decision to make the Offer pursuant to Sections 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG), 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), dated 31 May 2024, the publications of announcements pursuant to Section 23 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), as well as press releases and other information regarding the Delisting Acquisition Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document for the Delisting Acquisition Offer on 14 June 2024.
All information contained and documents made available on this website are for information purposes only, and to comply with statutory provisions, in particular those contained in the German Stock Exchange Act (Börsengesetz, BörsG), the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). The Acquisition Offer related and the Delisting Acquisition Offer relates to shares in a German stock corporation (Aktiengesellschaft) and are subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, respectively. The Offers are not and will not be subject to review or registration proceedings of any securities regulator outside of the Federal Republic of Germany, and have not been permitted or recommended by any such securities regulator.
Shareholders of SYNLAB AG whose place of residence, incorporation, or habitual abode is in the United States of America should note that the Offers have been/will be made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under Section 12 of the Exchange Act. The Offers have been/are made in the United States of America in reliance on the Tier 1 exemption from certain requirements of the Exchange Act, and are principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States of America. To the extent that the Offer are subject to the securities laws of the United States of America, such laws only apply to shareholders of SYNLAB AG whose place of residence, incorporation, or habitual abode is in the United States of America and no other person has any claims under such laws.
It may be difficult for shareholders of SYNLAB AG who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since SYNLAB AG is organized under the laws of the Federal Republic of Germany and registered at a commercial register maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant shareholder of SYNLAB AG. Shareholders of SYNLAB AG may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant shareholder of SYNLAB AG.
The publication, dispatch, distribution or other dissemination of the offer documents or other documents related to the Offers outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America may be subject to legal restrictions. The offer documents and other documents related to the Offers may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. Neither Ephios nor the Bidder have permitted the dispatch, publication, distribution or dissemination of the offer documents or other documents related to the Offers by third parties outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer documents or other documents related to the Offers outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire shares in SYNLAB AG will solely be made pursuant to the terms and conditions of the respective Offer. The information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in SYNLAB AG, should not be construed as legal, tax, financial, investment, accounting or other advice, or as a recommendation by Ephios or the Bidder and do not aim to issue a guarantee or constitute any other legal obligation of Ephios or the Bidder. The final terms and conditions of the respective Offer may differ from the basic information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Delisting Acquisition Offer to the extent permitted by law.